Laws of the People's Republic of China

CHAPTER I GENERAL PROVISIONS CHAPTER II ORGANIZATIONAL STRUCTURE CHAPTER III MEMBERSHIP CHAPTER IV TRADING CHAPTER V CLEARING CHAPTER VI DELIVERY CHAPTER VII ARBITRATION AND PUNISHMENT CHAPTER VIII SUPPLEMENTARY PROVISIONS

   Article 1 These Provisions are formulated for the purposes of strengthening the administration of the cereals and edible oils exchange, of regulating futures trading, of maintaining the market order, and of safeguarding the legitimate rights and interests of the trading parties.

   Article 2 Shanghai Cereals and Edible Oils Exchange (hereinafter referred to as "the Exchange"), as a non-profit making, self-regulating institutional legal person, shall provide places and facilities for futures trading in cereals and edible oils, and perform other related duties.

   Article 3 The Exchange, in accordance with the futures trading regulations and these Provisions, shall organize the futures trading in agricultural products such as cereals and edible oils in the designated place and in an open, fair, impartial and regular way.

   Article 4 The Exchange is under the joint leadership of the state organ in charge of commerce and the Shanghai Municipal People's Government. It is supervised and managed by the Administrative Board of the Exchange (hereinafter-referred to as "the Board").

   Article 5 Entities and personnel related to the futures trading in cereals and edible oils shall abide by these Provisions.

CHAPTER II ORGANIZATIONAL STRUCTURE

   Article 6 The Exchange will set up an Assembly of Members, a Council and Special Committees.

   Article 7 The Assembly of Members shall be the organ of authority of the Exchange. The Assembly Shall convene at least once every year. At least two thirds of the Members shall attend the meeting and any resolution thereof must be adopted by a majority of the Members before it becomes effective.

   Article 8 The Assembly of Members shall exercise the following functions and powers:

1. To work out and amend the Articles of Association of the Exchange;

2. To elect and recall the Councilors;

3. To review and adopt the report of the President;

4. To decide on matters which need to be reviewed and approved by the Assembly.

The Articles of Association of the Exchange, after being adopted by the Assembly of Members, must be submitted to the Board for approval.

   Article 9 The Council shall be the standing executive body of the Assembly of Members. It shall be responsible to the Assembly. The term of office of the Council shall be three years.

   Article 10 The main functions of the Council are as follows:

1. To draw up and amend the business regulations of the Exchange, and submit them to the Board for approval;

2. To ratify the acceptance of new members;

3. To appoint the President of the Exchange;

4. To decide on the expelling of any Member;

5. To examine and approve the working plan submitted by the President;

6. To carry out other Duties commissioned by the Assembly.

   Article 11 The Council shall consist of at least seven members. At least one third of the total number of councilors shall come from the Members.

The councilor candidates from the Members shall be nominated by the Members; the councilor candidates from non-members shall be nominated by the departments concerned; and all the candidates shall be elected by the Assembly.

   Article 12 The Council shall have one chairman and one or two vice chairmen. The chairman shall be nominated by the Board and elected by the Council. The vice chairman shall be elected by the Council.

The meeting of the Council shall be convened by the chairman. When the chairman cannot perform his/her duty for certain reason, the vice chairman shall perform the duty on his/her behalf. The decision of the Council shall be adopted by a two thirds majority.

When the Assembly holds its meeting, the chairman shall preside over the Assembly.

   Article 13 The Exchange shall have one president and several vice presidents, one chief accountant, one chief engineer and one general economist.

The president shall be nominated by the governmental department concerned and appointed by the Council. The president shall be responsible to the Council. The term of office for the president shall be three years.

The vice presidents, chief accountant, chief engineer and general economist shall be appointed by the president.

   Article 14 The president shall take care of the daily routine of the Exchange. He/she is the legal representative of the Exchange. When the president cannot perform his/her duty for any reason, the vice president shall take his/her place in performing the duty.

The president shall be a councilor as of right.

   Article 15 The Assembly shall set up a Supervisory Committee, which shall perform the following duties:

1. To supervise the implementation of the decision of the Assembly by the Council;

2. To supervise the implementation of the decision of the Assembly and the decision of the Council by the president, vice president(s) and other employees of the Exchange;

3. To supervise the implementation of these Provisions, the Articles of Association of the Exchange and its business regulations.

The Exchange shall draw up rules for the Supervisory committee and submit them to the Board for approval.

   Article 16 The Exchange shall operate on a system of membership.

   Article 17 An applicant for the membership shall meet the following requirements:

1. Having registered at the administration department for industry and commerce as an independent legal person;

2. Having a registered capital of more than two million yuan;

3. Having a working capital, professional personnel and management systems;

4. Recognizing and observing the Articles of Association of the Exchange;

5. Having a good commercial credit standing.

   Article 18 Entities that meet the requirements listed in Article 17 and ask to acquire membership shall complete the following procedures:

1. To submit a written application with pertinent documents to the Exchange;

2. The Exchange shall screen the applicants and give its opinions based on the principle of selecting members according to their merits. These opinions shall be submitted to the Council for examination and approval;

3. The Exchange shall issue the certificate of membership and the trading certificate to the entity that has been granted a membership.

   Article 19 A Member shall have the following rights:

1. To attend the Assembly and elect or be elected councilor;

2. To appoint floor representative to do business on the trading floor;

3. To use the facilities provided by the Exchange and to enjoy related services rendered by it;

4. To make suggestions on the work of the Exchange;

5. To withdraw from the Exchange.

   Article 20 A Member shall have the following obligations:

1. To abide by these Provisions and the business regulations;

2. To pay relevant fees as stipulated;

3. To be responsible for the trading account under its own name;

4. To tell its clients about the risk of the futures trading honestly, to take good care of the money entrusted by the client, and to keep the client's account secret;

5. To report regularly to the Exchange on the condition of its operation;

6. To maintain the trading order and the reputation of the Exchange, and to take good care of the property of the Exchange.

   Article 21 A Member shall set up its agency suiting its operation outside the Exchange.

   Article 22 A Member that wants to trade on its own account shall make a separate application, and cannot do the trading on its own account without approval.

   Article 23 The floor representative of a Member and the broker and clearing personnel of its agency shall be screened and trained by the Exchange. They can be involved in the trading only after being granted the certificate of qualification and being registered.

   Article 24 The membership of a Member and the qualification of its floor representative shall be reviewed once every year.

   Article 25 Any entity with the status of a legal person or any citizen with the full capability of civil action may open in the name of client an account with the agency of a member of the Exchange and take part in the futures trading.

   Article 26 The following entities and persons are prohibited from doing futures trading:

1. State administrative organs;

2. The Exchange and public servants directly related to the administration of trading.

   Article 27 Commodities for the futures trading in the Exchange shall be agricultural products such as wheat, barley, soybean, rice, corn, vegetable oil and oil stuff.

   Article 28 Futures trading shall be carried out through Standardized Contract. The basic contents of a contract shall include: name of the contract, parties to the contract, contract month, minimum price change level, maximum price movement limit in one trading day, the last trading date, delivery grade and delivery site.

   Article 29 The Exchange shall draw up an uniform futures contract and issue it after the approval of the Board.

   Article 30 The trading shall begin immediately after a futures contract is signed.

The trading under a futures contract shall take the non-paper form.

   Article 31 The maximum period for the futures shall be twelve months.

   Article 32 The price unit for the futures trading is RMB yuan/ton.

   Article 33 Each futures contract shall be regarded as one round lot. The trading quantity must be one round lot or its multiple.

   Article 34 The trading shall be conducted in the form of competition through the free offers gathered together.

   Article 35 A deal shall be concluded on the principle of the price and time taking precedence.

   Article 36 In trading, the bid and the offer shall be made through the computer terminal. When the buying price and the selling price coincide, the deal is struck through the medium of the computer.

   Article 37 A client engaged in futures trading must commission the agency of a Member to do the business.

The floor representative in the trading room shall only execute the instructions of the Member he/she represents.

   Article 38 Futures trading shall operate on a system of tiered responsibility, under which the Exchange is responsible to the Member and the Member is responsible to its client.

   Article 39 A trader can only operate within the buying and selling limits; for the holdings in excess of the limits, the Exchange has the right to adopt measures to force the clearing of the contract after the buyer sells out.

   Article 40 A Member shall report its operation to the Exchange according to the regulation. The Exchange has the right to check on the operation of a Member.

   Article 41 The Exchange shall stop floor dealings when there is an abnormal rise or fall in the trading price.

The Exchange may adjust the maximum price movement limit according to the change in the business situation. Approval must be obtained from the Board if the adjusted range is 50% broader than the price movement range specified in a contract.

   Article 42 A Member that has been approved to trade on its own account as a sideline shall open separately an account for trading on its own account and an account for trading on commission basis. The business on one's own account and the business on commission basis shall be handled through different business departments.

   Article 43 A Member sidelining in trading on its own account shall give priority to executing the instructions of the client on the business commissioned to it.

When a Member buys and sells on its own account, the Member shall explicitly tell the opposite trading party about it.

   Article 44 Orders for buying versus selling under the same contracts shall be openly concluded at the Exchange. No Member shall itself conclude the deal by pairing the orders.

Holdings for buying versus selling under the same contracts shall not be offset between different accounts by a Member itself.

   Article 45 Information about the trading quotations shall be centrally published by the Exchange.

   Article 46 The following activities are prohibited:

1. Over-the-counter trading or inside trading between a Member and its client or between clients;

2. A Member using its client's name or account to do futures trading on its own account;

3. A Member revealing its client's commissions and other related trade secret;

4. Fabricating or spreading false information;

5. Revealing unpublished information that affects market quotations;

6. A Member giving its client a promise to make profit;

7. A Member trading for a client who has not completed the procedures for opening an account;

8. Manipulating the market or disturbing the trading order.

   Article 47 The Exchange shall set up a clearing department, which is responsible for the centralized clearing of all deals done at the Exchange.

   Article 48 A Member's trading account shall be centrally cleared and managed by the Exchange. A client's trading account shall be centrally cleared and managed by the Member commissioned by the client to act as its agent.

The Exchange has the obligation to provide account statements to its Members; A Member has the obligation to provide account statements to its clients.

   Article 49 The trading shall adopt the deposit system. The deposit comprises clearing deposit, performance deposit and supplementary deposit. No trade shall be done if the clearing deposit does not meet the specified amount. The supplementary deposit shall be fully paid according to the stipulation if the performance deposit falls short of the specified amount.

The Exchange has the right to adopt measures to force the clearing of contract after the buyer sells out when the supplementary deposit does not meet the specified amount.

   Article 50 The trading shall practise a daily clearing system. All the trading accounts in a trading day shall be cleared before the next trading day begins. The clearing price for each trading day shall be published by the Exchange on the same day after the trading closes.

   Article 51 The income and the expenditure for each trading account must be entered separately. Misappropriating and indiscriminately using the funds between different accounts are prohibited.

   Article 52 A Member shall keep the funds in each client's account above the minimum balance set by the Exchange.

   Article 53 Once a trading account is balanced, the Exchange or the Member shall return the performance deposit to the client. The client may withdraw money if there is a surplus in its account.

A trading enterprise shall enter its gains from trading as its profits and may offset the losses from trading against the profits.

   Article 54 When a deal is concluded, a client shall pay service fee to the Member and the Member shall pay service fee to the Exchange according to the set standard.

   Article 55 A client has the right to examine its account.

   Article 56 All business records, bills, vouchers and accounting books coming into being in trading activities shall be kept intact for five years. During the five year period, the governmental department concerned and the Exchange may examine these documents according to the pertinent rules.

   Article 57 During the delivery month of a contract, the seller may ask for delivery, and the buyer shall be ready at any time to receive the delivery. The holders of contracts that have not been offset at the closing time of the last trading day must all effect the delivery.

   Article 58 The delivery shall take place over three days, that is, the holding day, the notice day and the delivery day in turn.

   Article 59 The delivery shall take the form of exchanging bills. The two parties to the delivery shall complete the exchange procedures as required in the delivery notice. The seller shall provide warehouse receipt and invoice, and the buyer shall provide payment voucher. After the Exchange checks and exchanges the bills, the delivery is completed.

The Exchange shall be responsible for pairing deliveries and exchanging the bills among its Members. A Member shall be responsible for pairing deliveries and exchanging the bills among its clients.

   Article 60 The price of the commodity for delivery shall be based on the clearing price prevailing on the holding day, and the premium standard can be used when the substitute commodity is actually delivered subject, however, to the approval of the Exchange.

   Article 61 The Exchange shall designate specific delivery warehouse to provide storage, warehouse receipt, the commodity for delivery and other services. The delivery warehouse shall be equipped with necessary facilities.

CHAPTER VII ARBITRATION AND PUNISHMENT

   Article 62 Any business disputes between the Members or between a Member and its client, which cannot be settled through consultation, may be submitted to the Exchange for arbitration.

The interested parties applying for arbitration shall reach an agreement on arbitration and submit a written application.

   Article 63 The Exchange shall make an award within thirty days after receipt of the arbitration application from the interested parties.

   Article 64 A Member doing business on commission basis or on its own account shall be responsible for compensating its client for losses, if any, that may be caused as a result of violation of these Provisions.

   Article 65 For any act in violation of these Provisions, the Exchange may order the party concerned immediately to stop acts violating the laws and regulations, and may impose the following punishments: warning, suspension of trading or depriving it of its membership. The Exchange may also impose an economic punishment according to the Articles of Association of the Exchange.

   Article 66 The Board has the right to instruct the relevant department to give administrative disciplinary measures or punishments according to the relevant provisions to the party who violates these Provisions, the Articles of Association of the Exchange and the business regulations.

CHAPTER VIII SUPPLEMENTARY PROVISIONS

   Article 67 The Board is responsible for the interpretation of the concrete application of these Provisions.

   Article 68 These Provisions shall become effective on the date of